Terms and Conditions
1.1 These Conditions shall be deemed to be incorporated into every contract entered into by the Company to sell the Goods and shall, notwithstanding any statement to the contrary contained in any of the Buyer’s communications, prevail over any conflicting or inconsistent terms and conditions contained in any order, email, letter or form of contract sent by the Buyer to the Company or any other communication between the Buyer and the Company whatsoever and whatever their respective dates unless or to the extent that any variation of these Conditions shall be expressly agreed in writing and signed by one of the Company’s directors.
1.2 No order placed on the Company shall be binding until confirmed in writing by the Company.
2.1 The price of the Goods shall be the price quoted in writing to the Buyer or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Company's published price list current at the date of acceptance of the order. All prices quoted are quoted exclusive of VAT and are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Company without giving notice to the Buyer.
2.2 If, because of events beyond the Company's reasonable control, its costs of acquiring raw materials (whether of foreign or UK origin) or of manufacturing or transporting the Goods increase between the date of the quoted price and the date of delivery of any of the Goods, the quoted price may be increased by the Company to take account of any increase in those costs in respect of those of the Goods which remain undelivered on the date when written notice is given. The Company shall give the Buyer written notice of any increase under this clause specifying the amount of the increase and the date for payment of it which shall form part of the terms of this contract subject to clause 2.3.
2.3 The Buyer may within seven days of receiving written notice of an increase under clause
2.2 (except if it relates only to an increase in the cost of transport) terminate the contract by written notice to the Company in respect of all Goods which are not delivered or in the course of transit at the time when the notice of termination is received by the Company. Upon such termination neither party shall be under any further liability to the other in respect of Goods neither delivered or in the course of transit at the date of the Company's receipt of such notice.
2.4 Except where expressly agreed, the cost of delivery shall be additional.
2.5 In addition to the quoted price, the Buyer shall pay forthwith against pro-forma invoice the Company's reasonable charges for:
2.5.1 Total or additional delivery costs if not expressly included in the quoted price;
2.5.2 Special packaging arrangements made at the Buyer’s request, and
2.5.3 Storage where the Buyer fails to collect the Goods or give instruction for the delivery for four days after notification that they are ready for dispatch.
3.1 The Company enters into delivery commitments in good faith and undertakes to use all reasonable endeavours to meet the same but the Company shall not (unless specifically agreed in writing by the Company) be liable to make delivery by any specified date or within any specified period. Where Company agrees a fixed delivery date, such date will be for ex- works status only. Company cannot provide guarantee for courier performance. The Company's only obligation shall be to deliver within a reasonable time, taking into account the time the Company received all the necessary information, including delivery instructions, to enable the Company to manufacture or deliver the Goods.
3.2 Other than as specifically agreed in writing by the Company no stipulation as to time or period of delivery shall be of the essence of any contract between the Company and the Buyer.
4.1 Payment of the invoiced price shall be made prior to commencement of proof being prepared unless credit terms are stated in the invoice, in which case payment shall be made in according to such terms.
4.2 All periods of credit shall nevertheless cease and the whole of the amounts invoiced and all other amounts due under any contract between the Company and the Buyer shall become immediately due and payable if any of the events mentioned in clause 6.4 happens.
4.3 Time of payment shall be of the essence of every contract.
5.1 The risk in the Goods shall pass to the Buyer at the point of delivery and the Company shall have no responsibility in respect of the Goods after that time:-
5.1.1 where the Goods are delivered by road in the mainland of Great Britain, delivery shall be deemed to take place upon unloading of the Goods at the destination specified by the Buyer (or if none is expressly stated, to the Buyer’s premises), and
5.1.2 where the Goods are to be collected by or on behalf of the Buyer, delivery shall take place at the Company's premises when the Goods have been loaded onto a vehicle for dispatch to or for the order of the Buyer or three days after the Goods were invoiced whichever is the earlier.
6. RETENTION OF TITLE
6.1 Subject to the power given to the Buyer by this Condition, sole and absolute ownership in the Goods shall remain vested in the Company until all amounts relating to Goods supplied by the Company to the Buyer under this or any other contract have been paid in full and the Company retains the right of disposal of the Goods until ownership passes under this Condition.
6.2 Subject to Condition 6.4, the Buyer may at any time after delivery use or sell the Goods in the ordinary course of business
6.3 Until ownership in the Goods passes to the Buyer, it shall hold them as Bailee in a fiduciary capacity to the Company, and:-
6.3.1 shall store the Goods in a manner which makes them readily identifiable as the Company's Goods; and
6.3.2 shall upon request, promptly inform the Company of the location of the Goods.
6.4 In the event of the Buyer defaulting in payment of any amount due for the Goods for seven days (whether or not any agreed credit period has expired) or if the Buyer ceases or threatens to cease to carry on trading or passes or calls a meeting to pass a resolution for winding up or if a receiver is appointed of any of the Buyer's assets or if a winding up petition is presented, then the Buyer shall forthwith cease to use or otherwise dispose of the Goods not then used, disposed of or sold and shall upon demand forthwith deliver up to the Company any of the Company's Goods in the Buyer's possession or under its control.
6.5 On making such a demand as in clause 6.4 the Company shall be entitled without incurring any liability to the Buyer to enter the Buyers premises or any other premises where the Company's Goods are located to inspect the Buyer's stocks and to remove and resell such of the Company's Goods as are to be found there. The Buyer's liability to the Company in respect of any Goods so removed shall be limited to the amount of any costs or expenses incurred in such removal and re-sale.
6.6 Nothing in this Condition shall give the Buyer the right to return the Goods without the Company's consent.
7.1 The Company will invoice the Buyer when the Goods, or where appropriate any instalment, are ready for delivery and such invoice shall be notice to the Buyer that the Goods are so ready.
7.2 Where the rate of delivery is not expressly agreed, the Company shall be entitled to deliver the Goods in one or more instalments. Each delivery shall be deemed to be the subject of a separate contract upon these Conditions for all purposes except for those of Conditions 6 and 13. The rejection of any part delivery shall not entitle the Buyer to cancel the balance of that contract or the contract as a whole.
8.1 Proofs and/or samples of all work may be submitted for Buyer’s approval and the Company shall incur no liability for any errors not corrected by the Buyer in proofs and/or samples so submitted. Buyer’s alterations and additional proofs or samples necessitated thereby shall be charged extra. Proofs, if required, must be requested at order placement stage. Without such request, Buyer is deemed to acknowledge that Company will use best practise and as such Company cannot accept claims of inaccuracy.
9. TERMINATION AND SUSPENSION
9.1 The Company shall be under no liability if it is unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) Act of God, Act of Government, civil commotion, war, fire, flood, drought, failure of power supply, lock out, strike or other action taken by employees, or any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Buyer may, by written notice to the Company, elect to terminate the contract, and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
9.2 In the event that:-
9.2.1 the Buyer is in arrears in making any payment due to the Company under any contract; or
9.2.2 the Buyer’s stated credit limit has been reached; or
9.2.3 the Company has reasonable grounds to believe that any payment (whether or not any agreed credit limit has expired) will not be met by the Buyer when due; then the Company may suspend further work and/or deliveries under any contract with the Buyer and require immediate payment of all amounts then due to the Company; to charge for work already carried out (whether completed or not) and materials purchased for the Buyer and further payment in advance before making any further deliveries under any contract
(notwithstanding agreed credit terms) and if such payment or any part of it remains in arrear for seven days after the Company has demanded it in writing, then the Company shall have the further right to cancel that and/or any other contract without prejudice to any claim for damages it may have against the Buyer and without incurring any liability to the Buyer for failure to deliver.
9.3 When a contract is terminated or suspended under this condition then:-
9.3.1 the Company shall be entitled to charge the Buyer with any interest, insurance, transport, storage or other costs and charges arising from any such termination or suspension; and
9.3.2 the Buyer shall forthwith pay for, and where appropriate take delivery of, all Goods appropriated by the Company to the contract up to the date of any such termination or suspension and shall pay any other sums then due under the contract or a reasonable price for the work done, whichever is the greater.
9.4 Apart from the right conferred on the Buyer by this Condition the Buyer shall have no right to suspend deliveries or otherwise to postpone or cancel performance of any contract by either party nor to terminate any contract for any reason other than the Company's repudiation of it except with the agreement in writing of the Company.
10. INSPECTION AND CLAIMS
10.1 The Buyer shall procure that a reasonably thorough inspection of the Goods is made upon delivery and in any event before they are resold or otherwise dealt with by or on behalf of the Buyer.
10.2 Claims in respect of defects or errors in quality, description or correspondence with sample reasonably discoverable on such an inspection shall be made in writing within 7 days of delivery.
10.3 Claims in respect of latent defects or errors not reasonably discoverable on such an inspection shall be made within 30 days from delivery.
10.4 It shall be the Buyer’s entire responsibility to satisfy itself before the Goods are resold or taken into use, by testing or otherwise that the Goods are suitable for the purposes and/or conditions for which it requires them.
11. VARIATIONS ON QUANTITY & GARMENT SIZES
11.1 Every endeavour will be made to deliver the correct quantity ordered but the Company may deliver against any order an excess or deficiency (subject to normal tolerances) of up to 10% of unit of sale. Normal tolerances shall mean such tolerances as are recognized or defined by any UK Government controlled or appointed body or by any association of UK
textile manufacturers as being usual or acceptable in respect of goods of a similar quality and description as the Goods.
11.2 Where Buyer selects garments from Company’s appointed manufacturer’s website catalogue data, Buyer cannot be responsible for variances in size definition between different manufacturers. It is the Buyer’s responsibility to study manufacturer’s sizing guidelines.
12. SCREEN PRINT COLOUR BLEED
12.1 During multi-colour screen print processes, which involve two or more colours meeting along the same edge, minor colour bleeding may occur. Such occurrence can depend on colours selected and temperature but Company will always endeavour to minimise this effect using best practise techniques.
13. THREAD VINYL & PRINT COLOURS
13.1 Every effort is made to match colours with Buyer supplied artwork. If Buyer wishes to inspect by means of sample, Company may provide said sample but this may be chargeable. Buyer will always be welcome to visit our premises to inspect our colour selections.
14. LINED GARMENTS
14.1 Where Company is required to provide embroidery to lined garments, such embroidery will penetrate the complete garment except where linings are removable.
15.1 Depending on differences between the ‘weight’ of an embroidered image, and the garment fabric ‘weight’, there can be a small degree of puckering around the edge of the image. This effect will reduce with wear.
16. EMBROIDERY IMPERFECTIONS
16.1 The nature of embroidery is such that repaired thread breaks and bobbin ‘tails’ may give rise to minor blemishes in the finished product. These are not errors and as such any resulting claims for said ‘imperfections’ will not be accepted by Company.
17. FOLDING AND PACKAGING
17.1 The folding and packaging of garments will be designed and performed at the discretion of the Company using best practise. Buyer preferred packaging requirements may be accommodated by pre-contract agreement.
18.1 The Company warrants that the Goods will correspond as to quality and description with the Company's own specifications and will be fit for the purposes and conditions of use for which goods of that description are generally sold by the Company.
18.2 Except as expressly provided herein, there is no representation, condition, warranty or term (whether in each case express, implied, statutory or otherwise) as to the quality or fitness for any purpose of the Goods or their correspondence in quality with any sample or description.
19.1 Where the Goods or some part of them are alleged to be in breach of the warranties in clause 11 or unfit for any purpose or condition warranted by the Company as above, then:-
19.1.1 the Buyer shall notify the Company as soon as practicable by telephone, email or fax followed by written notice (which in any event shall be delivered within 28 days of dispatch of the goods) and where possible shall afford the Company an opportunity of examining the Goods before they are resold or otherwise dealt with, and
18.104.22.168 Buyer shall give the Company a reasonable opportunity of correcting any remedial defects or errors at the Company's own cost;
22.214.171.124 The Buyer shall at the Company's request and cost and at the Company's option either use its best endeavours to dispose of any of the Goods proved to be defective at the best price reasonably obtainable or return them to the Company;
126.96.36.199 if the Buyer agrees an allowance with the Company in respect of such Goods, such allowance shall be accepted by the Buyer in full and final settlement of all claims in respect of any such matters;
19.1.2 the Company's liability (if any) to the Buyer in respect of the Goods shall in all circumstances be limited:-
188.8.131.52 claims that meet the requirements set out in clause 19.1.1 unless the Buyer proves that it was not possible to comply with the requirements and advice of the claim was given and the claim made as soon as reasonably possible.
184.108.40.206 the actual Goods proved to be defective in breach of the warranties given in clause 11 or proved to be unfit for any warranted purpose or condition; and
220.127.116.11 at the Company's option either to giving a refund of the amount paid by the Buyer to the Company, or a reasonable credit or allowance for those of the Goods proved to be defective or to replacing them at the agreed point of delivery;
19.1.3 except in respect of death or personal injury caused by the Company's negligence or as provided in this clause 18 the Company shall not otherwise be liable to the Buyer and in particular shall not under any circumstances be liable to compensate the Buyer for any indirect or consequential loss whatsoever (including but not limited to loss of profit or liability to third parties). Nor shall the Company be liable to compensate the Buyer for such loss arising as a result of the Company's failure to deliver the goods at or within the time period stipulated to the Buyer or notified by the Company to the Buyer whether or not such failure results from the Company's negligence.
20. INDUSTRIAL PROPERTY
20.1 All samples and specifications supplied by the Company are the Company's exclusive property and may not be copied or used without the Company's prior written consent. The Buyer shall indemnify the Company against all liabilities (Including the cost of defending unsuccessful actions) arising as a result of work done or Goods supplied by the Company in accordance with the Buyer's specifications, instructions or designs and which infringes or it is alleged infringes any patent, trade mark, copyright, or other industrial or personal properly right of any third party. This indemnity shall extend to any amounts paid on a lawyer's advice in settlement of any claim and the defence of any unsuccessful actions.
21. COMMISSIONED WORK
21.1 Work individually commissioned or bearing the Buyer's logo, trademark, trade name or other individualization not used or taken up by the Buyer cannot be credited or reprocessed by the Company. In the event of cancellation or alteration of the contract or any part of it being requested by the Buyer and the Company accepting the same, the Company will charge the Buyer 100% of the price of the work cancelled or to be substituted on which manufacture has been commenced or completed at the date of receipt of such notice of cancellation or alteration by the Company.
22. COMPANY MARKETING
22.1 Unless agreed to the contrary, Company will be entitled to use the Buyers finished product, in whole or part thereof, in their advertising and marketing initiatives.
23.1 Where the Company transports the Goods, the Buyer shall notify the Company and the carrier in writing otherwise than on a consignment note or delivery document of any claim for non-delivery of or for loss or damage to the Goods in transit within fifteen days of the date of the invoice in respect of the same and in the case of loss from or damage to or non- delivery of any part of a consignment of the Goods in transit within three working days of the date of delivery.
23.2 a claim is established, the Company's liability shall be limited at the Company's option either to giving a refund of the amount paid for the Goods so lost or damaged or giving a reasonable credit or allowance for the same or to replacing them at the agreed point of delivery.
23.3 In the absence of written notifications to the Company and the carrier as described in this Condition, the Goods shall be deemed to have been delivered and accepted by the Buyer complete and in a satisfactory condition.
24. SET OFF
24.1 The Buyer shall not be entitled to set-off any claim against payment of any amounts owing to the Company.
25. MEASUREMENTS AND ARTWORK LOCATION
25.1 All measurements specified by the Buyer for any Goods ordered or commissioned shall only be approximate and accordingly the Buyer will accept all Goods tendered by the Company notwithstanding that the actual measurements of the tendered Goods do not correspond exactly with the Buyer's specified measurements provided that the Buyer shall be entitled to reject any tendered Goods where the discrepancy between the measurements and the actual measurements of the tendered Goods is greater than 10 per cent and are of unsatisfactory condition.
25.2 Where the Buyer has ordered Goods by reference to a sample and has in addition specified certain measurements for the Goods ordered; then in the event of there being a conflict between the measurements of the sample and the specified measurements the Company shall be entitled (in the absence of any prior written notice from the Buyer as to which of the measurements are to take precedence) to tender Goods whose measurements
correspond either with the sample or the Buyer's specified measurements and (subject to the proviso to Condition 25.1) the Buyer will not in such circumstances be entitled to reject the tendered Goods.
25.3 Company will always endeavour to align and locate artwork to garments as per Buyer’s instruction. However, due to the manual nature of garment decoration, discrepancies may occur. No claim resulting from decoration location will be accepted.
26. PERSONALISATION OF PRODUCTS
26.1 By uploading or submitting any material (including an image, design, logo or word/phrase) ("Artwork") to personalise a Product to the Company, You confirm that You have the right to do so and that the Artwork does not infringe the rights of any other person or entity. If You are a business customer, You shall fully indemnify Us on demand and hold Us harmless against any claim, costs, losses and expenses (including legal fees) that arise out of a claim that the Artwork infringes the rights of any third person.
26.2 You must not upload or submit any Artwork for customising a Product to the company that:
is inaccurate, defamatory, obscene, offensive, indecent, pornographic, abusive, blasphemous, hateful, threatening, inflammatory, in breach of privacy or which may cause annoyance, upset, anxiety, embarrassment or inconvenience to any other person;
discriminates based on race, sex, religion, nationality, disability, sexual orientation or age;
attempts to deceive any person or be used to impersonate any person, or to misrepresent Your identity or relationship with any person;
gives the impression that it originates from Us, if this is not the case;
includes any data relating to another person that personally identifies them, such as their address, telephone number, or email address, without their express approval. By uploading or submitting any such content, You agree that You have obtained this approval;
supports, promotes or assists violence or any unlawful act; or
infringes anyone's rights (including intellectual property rights). In particular, You must ensure that You either own the copyright in any Artwork that You upload or submit or that You are fully licenced by the copyright owner to use the Artwork on the Product, that You are not infringing any third party's trademark (whether registered or not), or breaching any duty of confidentiality to any third party.
These conditions are known as Our "Personalisation Standards" and We will have the right to refuse to process Your order or to terminate Our Contract with You (without liability to the extent that You are a business customer) if We believe that You have not adhered to the Personalisation Standards.
26.3 By uploading or submitting Artwork to the copmany You grant Us a licence, at no cost, to use, reproduce, adapt, and publicise that Artwork (and allow any third party who assists Us to do so too) for the purpose of performing Our obligations and exercising Our rights under the Contract and to enable us to advertise Our Products and services to the public. Please note that this includes the right to modify the Artwork in order to conform it to the requirements of the Product You have ordered.
26.4 You will have no rights in the digitalised Artwork files which we create when You upload or submit Artwork to the company. These files are created purely to enable Us to apply the Artwork to Products (i.e. they contain print or embroidery patterns) and We will not use the Artwork files except to the extent required to comply with Our obligations to You under the Contract. We will own all rights in such Artwork files and You have no rights or interests in such files.
26.5 We will endeavour to reproduce the colours of the Artwork with the print colours / embroidery cotton colours on the Products as closely as possible. We will choose the closest colour match possible but We are unable to guarantee that the colours will be an exact reproduction of the Artwork. All personalisation of Products ("Personalisations") are completed by hand. As such, We will endeavour to position the Artwork on the Product exactly as You have designed it but We are unable to guarantee that the positioning will be an exact reproduction of Your Product design. You will not be able to reject or return Products on these grounds except to the extent that You feel that the Product no longer materially conforms to its Description.
26.6 Where You choose to personalise a Product with Artwork, the quality of the Personalisation will be dependent on the quality of the Artwork We receive. Images may be uploaded in jpeg, jpg, gif, bmp, ai, eps, ps, pdf, png, psd, svg, tiff and tif format. Any other format such as Word documents cannot be accepted. The maximum upload size is 50mb. We recommend that all Artwork is at least 300 DPI (Dots Per Inch) but We will endeavour to contact You if We feel that the Artwork quality would not give a good end result. If We do so, You will be given the opportunity to upload/submit a new version of the Artwork or to confirm that You are happy for Us to proceed with the original Artwork. If We cannot contact You, We may proceed with Your order, or wait until We receive a response from You (at Our discretion). We will not be responsible and/or liable where the Artwork is poor quality and therefore the end Product (so far as the reproduction of the Artwork is concerned) is not of a high standard, regardless of whether We have contacted You or not. You will not be able to reject or return Products on the basis of the quality of the Personalisation where the Artwork You uploaded or submitted to Us was not of satisfactory quality.
26.7 We use several print processes for Personalisation (e.g. DTG printing, vinyl printing and screen printing). We will decide the most appropriate print process for Your order based on Your Artwork and the Product ordered (as the results produced by the different print processes vary depending on the material they are used on) and You will have no right to reject the Products on the basis of the print process used.
26.1 Any concession, latitude, or waiver allowed by either party to the other at any time shall not prevent such party from subsequently exercising its full right under this contract in other respects.
27.1 Any concession, latitude, or waiver allowed by either party to the other at any time shall not prevent such party from subsequently exercising its full right under this contract in other respects.
28.1 The validity, construction and performance of these Conditions and any contract between the Company and the Buyer shall be subject to and be construed in accordance with English Law and the Buyer shall submit to the exclusive jurisdiction of the English Courts.
29. PERSONALISED OF GARMENTS SUPPLIED BY BUYER
29.1 The company cannot be held liable for any damages or losses to a garment supplied by the buyer for personalisation. The risks of this are understood by the buyer before payment of an invoice.
30. OWNERSHIP OF GOODS
30.1 Title of goods will not pass to the purchaser until Thread A Pixel Ltd Ltd has received all due payments in full.
30.2 Until title has passed to the purchaser, the purchaser shall not deal with or dispose of the goods other than in its normal course of business and until such time Thread A Pixel Ltd reserves the right to enter onto the premises of the purchaser or it’s agent to repossess all or part of the goods, without prejudice to any other legal remedy available to Thread A Pixel Ltd.
31.1 Purchasers can only receive credit once approved by Thread A Pixel Ltd in writing.
31.2 Where credit is approved payment is due within 30 days date of invoice, unless otherwise agreed in writing. Where no credit is approved payment is due before dispatch of any goods.
31.3 Thread A Pixel Ltd withholds the right to hold any orders when a purchaser’s account is overdue or the credit limit is exceeded. Thread A Pixel Ltd withholds the right to charge interest on overdue accounts at the rate of 5% over the Bank of England base rate, to run from the due date for payment until Thread A Pixel Ltd receives full payment.